TERMS AND CONDITIONS

Thank you for choosing CARFAX Europe GmbH!

Please read this document carefully. It contains important information about your rights and obligations, as well as limitations and exclusions applied.

By visiting the website, or any page of the site, and/or by using any CARFAX service a Party demonstrates that (I) has read these terms and conditions, (II) understands them, (III) agrees and acknowledges that these terms and conditions together with an application form “CARFAX Business Program” are a binding contract between a Party and CARFAX Europe GmbH and a Party will comply with and be bound by these terms and conditions.

If you do not agree to all of these terms and conditions, you may not create a CARFAX account or/and access or/and use any site or any part of the CARFAX service(s).

CARFAX reserves the right, at its discretion, to update or revise these terms and conditions. Please check these terms and conditions and the privacy statement periodically for revisions and updates. Your continued use of any site after the posting of changes to the terms and conditions constitutes acceptance of those changes.

1. Validity and Right to Withdraw

The following terms and conditions bound from the date the agreement is accepted by CARFAX and will be in force during the initial period as it states in the individual agreement. The following agreement is automatically renovated for a specified period individually agreed, except either Party gives period notice in writing to the other of its intention to terminate this agreement with thirty (30) days in advance of the date of renewal.

CARFAX may terminate this agreement at any time if a Party fails to comply with any provision thereof.

Immediately upon a notification of an agreement termination by either Party, a Party agrees to return to CARFAX all marketing material previously provided and remove all references to any connection between a Party and CARFAX Europe GmbH.

2. License

Hereby, CARFAX grants a Party a limited, non-transferable, non-exclusive license to access and use certain data relating to vehicle transactions included in CARFAX’s database by purchasing Vehicle History Reports (hereinafter referred to as “VHR”) for commercial purposes of a Party.

Commercial purposes consist inter alia of an acquisition or potential acquisition of used cars for sale to individuals or sale of used vehicles by a Party to individuals (permitted use), financing a car, providing an insurance policy, inspecting & appraising vehicles, etc. The VHR’s will be constantly available, except the case of force majeure, circumstances beyond the control of CARFAX, malfunction or maintenance of system thereof.

3. Restrictions on Access and Usage

CARFAX reserves the right to reject any orders in which it believes that VHRs will be used in a manner which will adversely affect CARFAX. A Party is not allowed to sell VHRs or derived information without an express and written consent of CARFAX. A Party shall make no announcement to any person or entity regarding CARFAX or any VHR, whether written or oral, that is inconsistent with the provisions of this agreement and the information contained in the VHR. A Party may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit any of the site content, in whole or in part; provided, that a Party may use the “share” feature that CARFAX may make available on a CARFAX Vehicle History Report to share a link to the applicable CARFAX Vehicle History Report (1) on a Party Facebook, Twitter or Google Plus page, or (2) with e-mail recipients. Except as otherwise expressly permitted under these terms of use or copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of CARFAX. In the event of any permitted copying, redistribution, or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend, or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading or printing the copyrighted material, or by using the site. In the event a Party provides a VHR to another Party, a Party will not: (a) use the VHR or information for ilicit purposes; (b) provide the VHR or information to any Party for resale or commercial use in any manner; (c) provide the VHR or information to any motor vehicle manufacturer, or their financing or leasing subsidiaries (except in the normal course of dealership operations) or such motor vehicle manufacturers’ advertising agencies; (d) replace, modify, redact labels, copyright notices and ownership information of CARFAX’ VHRs and the associated documentation components; or (e) parse any VHR or information obtained from CARFAX. A Party does not make use of any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any of the content.

4. Fees

A Party understands that the following agreement is paid on a monthly basis that will be specified via additional agreement or annexe to this terms and conditions.

5. Billing & Payment Conditions

CARFAX shall prepare and send an invoice at the beginning of each month all costs included a Party incurred during the immediately preceding month. The due amount shall be paid via bank transfer within ten (10) days upon receipt of an invoice.

6. Breach, Late Fees, Liability

In case of a breach of any disposition of the following T&C including but not limited to non-payment or termination of the agreement all invoices unpaid after 30 days from receipt are due and shall accrue interest at a rate equivalent to five (5) percent above the basic interest rate of the European Central Bank. A Party is also liable for all fees (including any penalties or fees which may arise from any misuse or unauthorized use of Party’s account) arising out of the use of the Party’s account number(s) and password(s). A Party shall ensure that only authorized representatives are given their username and password to access the VHRs.

7. Disclaimer A Party acknowledges that CARFAX is collecting data from public records and other sources for use in VHRs and that this data may contain errors and omissions. CARFAX does neither guarantee nor warrant the correctness or completeness of VHRs. A Party acknowledges that VHRs do not provide any conclusions regarding the condition of any vehicle, and a Party assumes full responsibility with respect to its decisions and transactions using VHRs. A Party recognizes that CARFAX’ sole obligation in the case of erroneous data, when notified in writing by a Party of such erroneous data and confirmed by an independent CARFAX data source, is a correction of the record in question. A Party understands that no information provided by VHRs can be used in court during any trial or alternative dispute resolutions as evidence, the same applies to VHR itself.

8. Ownership

A Party acknowledges that the website and all services contain copyrighted material, trademarks, and other proprietary information. The services, including the content and the organization, layout, arrangement and design elements of the site and each individual page of the site, and all intellectual property relating either directly or indirectly to the services, including but not limited to patents, design rights, copyrights, trademarks, service marks, database rights (including, but not limited to information provided by the Party), trade secrets, know-how and all derivative works thereof (collectively, “intellectual property”), are and will remain the property of CARFAX and are protected by international copyright, trademark and other applicable intellectual property laws. A Party shall not, in any manner, attempt to obtain any right, title, or interest, by registration, patent, copyright or otherwise in or to such intellectual property or any derivative thereto. You shall not take any action that jeopardizes, limits or interferes with CARFAX or its affiliates’ ownership of and/or right to use the intellectual property.

9. Limitation of Liability

CARFAX shall not be liable for any damages whatsoever, and in particular the company shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, business interruption, loss of revenue, or loss of use, arising out of or related to the site, the content or the materials, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if the company has been advised of the possibility of such damages. CARFAX cannot, at any time, accept responsibility for any losses, injuries, inconvenience or expenses caused due to force majeure including but not limited to government action or restraint, war, riot, civil strife, industrial dispute, strikes, terrorist activity, natural or nuclear disaster, fire, flood, delays, weather conditions or the threat of any of these or any other event beyond its control.

10. Indemnification

A Party will indemnify and hold CARFAX and its agents harmless from any claims, suits or damages, direct or indirect, arising out of the customer’s use of VHRs, including but not limited to claims stemming from missing, incomplete or inaccurate data on any VHR.

11. Governing Law & Contractual Language

These terms and conditions shall be governed by and construed in accordance with the laws of Germany, excluding its conflict of law provisions. Any dispute, controversy or claim arising in connection with these terms and conditions shall be settled by the courts in Munich, Germany applying German law. The contractual language is English.

12. Modification

CARFAX is entitled at any time to amend or to supplement these terms and conditions. It is a Party responsibility to check the terms and conditions regularly.